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DECISION No. 117/QD/HDQT-NHNo OF JUNE 3, 2002 OF THE MANAGEMENT BOARD OF VIETNAM BANK FOR AGRICULTURE AND RURAL DEVELOPMENT, ISSUING THE CHARTER ON ORGANIZATION AND OPERATION OF VIETNAM BANK FOR AGRICULTURE AND RURAL DEVELOPMENT

THE MANAGEMENT BOARD OF VIETNAM BANK FOR AGRICULTURE AND RURAL DEVELOPMENT

Pursuant to Credit Institutions Law No. 02/1997/QH10 of December 12, 1997;

Pursuant to the Government?s Decree No. 49/2000/ND-CP of September 12, 2000 on the organization and operation of commercial banks;

Pursuant to the model Charter on organization and operation of State-run commercial banks, issued together with Decision No. 122/2001/QD-NHNN of February 20, 2001 of the Vietnam State Bank Governor;

Pursuant to Resolution No. 81/HDQT of April 16, 2001 of the Management Board of Vietnam Bank for Agriculture and Rural Development;

At the proposal of the general director of Vietnam Bank for Agriculture and Rural Development,

DECIDES:

Article 1.- To issue together with this Decision the Charter on organization and operation of Vietnam Bank for Agriculture and Rural Development.

Article 2.- This Decision takes effect after its signing. The Charter on organization and operation of Vietnam Bank for Agriculture and Rural Development shall be implemented after it is ratified by the State Bank.

Article 3.- The Management Board members, the general director, deputy general directors, the heads of the sections at the head office, the directors of the transaction centers, branches, affiliate companies and non-business units, and the chiefs of the representative offices of Vietnam Bank for Agriculture and Rural Development shall have to implement this Decision.

On behalf of the Management Board of Vietnam Bank for Agriculture

and Rural Development

Chairman
NGUYEN QUOC TOAN

CHARTER ON ORGANIZATION AND OPERATION OF VIETNAM BANK FOR AGRICULTURE AND RURAL DEVELOPMENT

(Issued together with Decision No. 117/HDQT-QD-NHNo of June 3, 2002 of the Management Board of Vietnam Bank for Agriculture and Rural Development)

Chapter I

GENERAL PROVISIONS

Article 1.- Vietnam Bank for Agriculture and Rural Development (hereinafter referred to as Agriculture Bank for short) is a State-run commercial bank established under Decision No. 400/CT of November 14, 1990 of the chairman of the Ministers? Council and Decision No. 280/QD-NH5 of October 15, 1996 of the State Bank Governor. The Agriculture Bank shall conduct banking activities and other related business activities for profits, contributing to achieving the State?s economic objectives.

Article 2.- The Agriculture Bank has:

1. The legal person status according to the provisions of Vietnamese laws;

2. Its Vietnamese name: Ngan hang Nong nghiep va Phat trien Nong thon Viet nam.

abbreviated as: NHNo & PTNT Viet Nam

3. Its English transaction name: Vietnam Bank for Agriculture and Rural Development;

called for short: Agribank;

abbreviated as: VBARD

4. Its head office at: Number 2, Lang Ha street, Ba Dinh district, Hanoi city;

Telephone: 844.8.313710

Fax: 844.8.313730

5. The Charter on organization and operation, the managerial and executive apparatus;

6. The charter capital: VND 2,270,000,000,000 (two thousand two hundred seventy billion VND);

7. Its own seal, accounts opened at the State Bank and at domestic and foreign banks under the regulations of the State Bank;

8. The asset balance sheet and funds as prescribed by law.

Article 3.- The Agriculture Bank has an operating duration of 99 years as from the date of its establishment under Decision No. 280/QD-NH5 of October 15, 1996 of the State Bank Governor.

Article 4.- The Agriculture Bank shall submit to the State management by the State Bank, the ministries, the ministerial-level agencies, the agencies attached to the Government and the People?s Committees at all levels according to their respective functions and the provisions of law.

Chapter II

CONTENT AND SCOPE OF OPERATION OF THE AGRICULTURE BANK

Section 1. CAPITAL MOBILIZATION

Article 5.-

1. The Agriculture Bank shall mobilize capital in the following forms:

a/ Accepting deposits of organizations, individuals and other credit institutions in forms of demand deposit, time deposits and other kinds of deposit.

b/ Issuing deposit certificates, bonds and other valuable papers to mobilize capital of domestic and foreign organizations and individuals when so approved by the State Bank Governor.

c/ Borrowing capital of other credit institutions operating in Vietnam and foreign credit institutions.

d/ Borrowing short-term loans of the State Bank in the form of capital reallocation.

e/ Other forms of capital mobilization as stipulated by the State Bank.

2. The mobilized capital may be in Vietnam dong, foreign currencies, gold and other instruments as prescribed by law.

Section 2. CREDIT ACTIVITIES

Article 6.- The Agriculture Bank provides credit to organizations and individuals in forms of loans, discount of negotiable instruments and other valuable papers, guaranty, financial leasing and other forms prescribed by the State Bank.

Article 7.- The Agriculture Bank provides loans to organizations and individuals in the following forms:

1. Short-term loans to meet the demand of capital for production, business, service and daily-life activities.

2. Medium- and long-term loans for the purpose of execution of investment projects to develop production, business, services and daily-life activities.

3. Provision of loans under the Prime Minister?s decisions in case of necessity.

Article 8.-

1. The Agriculture Bank is entitled to request customers to supply documents proving the feasible business plans and financial capabilities of their own as well as their guarantors before deciding on the provision of loans; entitled to terminate the provision of loans and recover debts ahead of time when detecting that the customers have supplied false information and/or breach the credit contracts.

2. The Agriculture Bank is entitled to handle assets used as security for loans of the borrowing customers as well as assets of the guarantors for the performance of their guaranty obligations in order to recover debts under the provisions of the Government?s Decree on securing loans of credit institutions; to institute lawsuits against customers for their breaches of the credit contracts and/or against the guarantors for their failure to perform, or improper performance of, their guaranty obligations according to the provisions of law.

3. The Agriculture Bank is entitled to exempt and reduce lending interest rates, banking charges, to reschedule, purchase and sell debts according to the regulations of the State Bank.

Article 9.- The Agriculture Bank conducts the following guaranty operations:

1. Providing guaranty for loans, payment, contract performance, bidding participation, product quality assurance, repayment, reciprocal payment, and other forms of banking guaranty for domestic organizations and individuals according to the regulations of the State Bank.

2. Providing guaranty for loans, payment and other forms of banking guaranty where the guarantees are foreign organizations or individuals.

Article 10.-

1. The Agriculture Bank discounts negotiable instruments and other short-term valuable papers for organizations and individuals.

2. The Agriculture Bank rediscounts negotiable instruments and other short-term valuable papers for other credit institutions.

Article 11.- The Agriculture Bank conducts financial leasing operations through financial leasing companies attached to it, according to the provisions of law.

Section 3. PAYMENT AND TREASURY SERVICES

Article 12.-

1. The Agriculture Bank opens deposit accounts at the transaction center of the State Bank and maintains the compulsory reserve deposit balances thereat according to the regulations of the State Bank

2. It opens deposit accounts at other domestic banks and foreign banks according to the regulations of the State Bank.

3. The Agriculture Bank?s transaction centers and branches open deposit accounts at the State Bank?s branches in the provinces or cities where such transaction centers and branches are headquartered.

4. The Agriculture Bank opens accounts for domestic and foreign customers according to the provisions of law.

Article 13.-

1. The Agriculture Bank provides the following payment and treasury services:

a/ Supplying payment instruments.

b/ Providing domestic payment services for customers.

c/ Providing entrusted-collection and -spending services.

d/ Providing other payment services according to the regulations of the State Bank.

e/ Providing international payment services according to the provisions of law.

f/ Providing cash collection and payment services for customers.

2. The Agriculture Bank organizes the internal payment system, participates in the domestic inter-bank payment system and participates in the international payment system according to the regulations of the State Bank.

Section 4. OTHER ACTIVITIES

Article 14.- The Agriculture Bank performs the following other activities:

1. Using its charter capital and reserve fund to contribute capital to, and/or purchase shares of, enterprises and other credit institutions according to the provisions of law.

2. Pooling capital with foreign credit institutions to set up joint-venture credit institutions in Vietnam according to the Government?s stipulations on organization and operation of foreign credit institutions in Vietnam.

3. Participating in the monetary market according to the regulations of the State Bank.

4. Dealing in foreign exchange and gold on domestic and international markets.

5. Making the entrustment, accepting the entrustment, acting as agents in domains related to banking activities, including the management of property and/or investment capital of domestic and foreign organizations and individuals, under entrustment or agency contracts.

6. Providing insurance services, setting up affiliate and/or joint-venture companies for insurance business according to the provisions of law.

7. Dealing in securities according to the provisions of law.

8. Providing the following services:

a/ Financial and monetary consultancy for customers in the form of providing direct consultancy for customers.

b/ Preserving precious objects, valuable papers, leasing safes, pawning and other services according to the provisions of law.

9. Being directly engaged in, or setting up affiliate companies to be engaged in, other business lines related to banking activities according to the provisions of law.

Article 15.- The Agriculture Bank must not directly deal in real estates.

Article 16.- In the course of operation, the Agriculture Bank abides by the regulations on restrictions in order to ensure safety in its operation under the provisions in Section 5, Chapter III of the Credit Institutions Law and the regulations of the State Bank; on reserves for inventory price decrease and/or securities price decrease according to the provisions of law.

Chapter III

ORGANIZATIONAL STRUCTURE, MANAGEMENT, ADMINISTRATION AND CONTROL OF THE AGRICULTURE BANK

Section 1. ORGANIZATIONAL STRUCTURE

Article 17.- The organizational system of the Agriculture Bank consists of:

1. The head office.

2. Transaction centers, dependent branches (called grade-1 branches), representative offices, non-business units, affiliate companies.

3. Branches of the grade-1 branches (called grade-2 branches).

4. Branches of the grade-2 branches (called grade-3 branches).

5. Transaction bureaus and savings banks attached to transactions centers, grade-1 branches, grade-2 branches and grade-3 branches.

The list of transaction centers, grade-1 branches, representative offices, non-business units and affiliate companies is inscribed in the appendix to this charter (not printed herewith).

Article 18.- The organizational structure of the managerial and executive apparatus of the head office consists of:

1. The Management Board and the assisting apparatus.

2. The Control Board.

3. The general director and the assisting apparatus.

4. The internal inspection and auditing system.

Article 19.- The apparatus assisting the general director consists of:

1. Deputy general directors.

2. The chief accountant.

3. Specialized, professional sections or departments.

4. The internal inspection and auditing section (called the internal inspection section for short).

Article 20.- The organizational structure of the executive apparatuses of the transaction centers, grade-1 branches. grade-2 branches and grade-3 branches consists of:

1. The director.

2. Deputy directors

3. The head of the accountancy section.

4. Specialized and professional sections.

5. Transaction bureaus, savings banks.

6. Internal inspection and auditing teams.

Article 21.- The organizational structure of the executive apparatuses of non-business units and representative offices shall be prescribed by the Management Board of the Agriculture Bank in accordance with the provisions of law.

Article 22.- The organizational structure of the executive apparatuses of affiliate companies shall comply with the Government?s stipulations applicable to each type of affiliate company permitted to be set up.

Section 2. MANAGEMENT BOARD AND CONTROL BOARD

Article 23.- Administering the Agriculture Bank is the Management Board. The State Bank Governor shall appoint and dismiss the Management Board post holders, reward and discipline members of the Management Board.

Article 24.- The Management Board and its members

1. The Management Board is composed of 7 members, including full-time members and part-time members, at least 5 of whom are full-time; the part-time members are persons other than incumbent holders of leading posts in the State apparatus.

2. The chairman of the Management Board, the member of the Management Board who concurrently holds the post of general director, and the member of the Management Board who concurrently holds the post of head of the Control Board are full-time members.

3. Management Board members are persons who have prestige, professional ethics and knowledge about banking activities and are other than the subjects prescribed in Article 40 of the Credit Institutions Law.

4. The chairman and other members of the Management Board must not authorize non-members of the Management Board to perform their respective tasks and exercise their respective powers.

5. The Management Board chairman must not join Management Boards or participate in the administration of other credit institutions, except where such institutions are affiliate companies of the Agriculture Bank.

6. The Management Board chairman must neither be concurrently the general director nor deputy general director of the Agriculture Bank.

7. The term of office of the Management Board members is 5 years. The Management Board members may be re-appointed.

Article 25.- Tasks and powers of the Management Board

1. To administer the Agriculture Bank under provisions of the Credit Institutions Law, the Government?s Decree on organization and operation of commercial banks, and other relevant law provisions.

2. To receive capital sources and other resources assigned by the State.

3. To submit to the State Bank Governor:

a) For approval, the Charter of the Agriculture Bank, any amendments and supplements thereto;

b) The establishment of affiliate companies;

c) For approval, the opening of transaction centers, branches, representative offices at home and abroad (hereinafter called representative offices for short), the establishment of non-business units of the Agriculture Bank;

d) For approval, the capital contribution to, the purchase of shares of, the entry into joint ventures with, foreign investors;

e) For approval, the division, separation, consolidation, merger, acquisition or dissolution of the Agriculture Bank and its transaction centers, branches, representative offices, affiliate companies and non-business units;

f) For approval, the changes prescribed in Clause 1, Article 31 of the Credit Institutions Law;

g) The appointment, dismissal, commendation and disciplining of the chairman and members of the Management Board, the general director, deputy general directors and the chief accountant of the Agriculture Bank;

h) For ratification, the appointment and dismissal of the head and members of the Control Board;

i) For approval, the independent audit organization to audit activities of the Agriculture Bank.

4. To approve plans on allocation of capital and other resources to affiliate companies.

5. To decide on the capital contribution to, and the purchase of shares of, enterprises and other credit institutions, except for the capital contribution to, the purchase of shares of, and entry into joint ventures with, foreign investors.

6. To ratify long-term development strategies and plans, five-year plans of the Agriculture Bank; to decide on annual business objectives and plans, plans for use of after-tax profits, which are proposed by the general director.

7. To decide on the appointment, dismissal, transfer, commendation and/or disciplining of chiefs of representative offices, directors of transaction centers, branches, non-business units and affiliate companies of the Agriculture Bank, and other post holders prescribed by law to fall under the jurisdiction of the Management Board chairman.

8. To decide on the total payroll; the organizational structure of the managerial and executive apparatus at the head office; the organizational structure of the executive apparatuses of the representative offices, transaction centers, branches, non-business units and affiliate companies, except otherwise prescribed by law on affiliate companies; the public-employee regulation, the wage payment regulation, and the commendation and discipline regulation, applicable within the Agriculture Bank.

9. To prescribe the interest rates, exchange rates, commission rates, charges, pecuniary fine and reward levels, applicable to customers under the provisions of law.

10. To promulgate the charters on organization and operation of affiliate companies, the regulations on organization and operation of transaction centers, branches, representative offices, non-business units, and affiliate companies.

11. To promulgate the regulations on operation of the Management Board and the Control Board.

12. To promulgate the regulation on organization and operation of the internal inspection and audit according to the provisions of law.

13. To approve annual plans on labor employment, quarterly, bi-annual and annual operation reports; general financial reports and annual settlement reports of the Agriculture Bank and affiliate companies, except where otherwise prescribed by law on affiliate companies.

14. To promulgate legal documents guiding in detail the implementation of policies, regimes and regulations of the State and the State Bank on banking activities.

15. To exercise other rights and perform other tasks as prescribed by law.

Article 26.- Tasks of the Management Board members:

1. The Management Board chairman has the tasks:

a) To take general responsibility for all activities of the Management Board, to assign tasks to members in order to fulfill the tasks and exercise the powers of the Management Board;

b) To sign on behalf of the Management Board together with the general director for the reception of capital and other resources assigned to the Agriculture Bank by the State;

c) To sign documents falling under the competence of the Management Board for submission to the State Bank Governor and/or concerned bodies;

d) To sign resolutions, decisions and documents or approve documents, which fall under the competence of the Management Board, for implementation within the Agriculture Bank;

e) To convene and chair meetings of the Management Board and assign its members to prepare the meeting agendas;

f) To monitor and urge the fulfillment of tasks by the Management Board members between two meetings of the Management Board.

2. The tasks of other Management Board members shall be assigned by its chairman, which are suitable to the activities of the Agriculture Bank as well as the working conditions of each member.

Article 27.- The assisting apparatus of the Management Board

1. The Management Board uses the executive apparatus and seal of the Agriculture Bank to perform its tasks.

2. The Management Board has an assisting body of no more than 5 full-time officials. The Management Board chairman shall select and replace these officials.

3. The Management Board shall set up the Control Board to inspect and supervise activities of the Agriculture Bank.

Article 28.- The working regime of the Management Board

1. The Management Board works under the collective regime; meets once every month to consider and decide on matters under its competence and responsibility. When necessary, it may hold extraordinary meetings to settle urgent issues of the Agriculture Bank at the proposal of its chairman, the head of the Control Board, the general director or over 50% of the Management Board members.

2. The Management Board chairman convenes and chairs all meetings of the Management Board; where he/she is absent, the chairman shall authorize another member in the Management Board to convene and chair the meetings.

3. The Management Board?s meetings are considered valid when they are attended by at least 2/3 of its members. All documents on the Management Board?s meetings must be sent to its members and delegates invited to attend the meetings 5 days before the meetings.

The Management Board meetings shall be recorded in minutes which must be signed by all participating Management Board members.

Resolutions and decisions of the Management Board must be voted for by more than 50% of the total number of its members. Where the number of votes for and the number of votes against are equal, the final decision shall rest with the side where stays the vote of the Management Board chairman.

Any Management Board members who have opinions different from the resolutions and/or decisions of the Management Board may reserve their opinions and report them to competent State bodies; pending the decisions of the competent bodies, they still must abide by the resolutions and/or decisions of the Management Board. The reserved opinions shall be made in writing with the signatures of the reservists and kept together with the relevant resolutions and decisions of the meetings.

4. If the Management Board meets to discuss tasks related to the State management functions of ministries, branches, provinces and/or cities, it must invite to the meetings the representatives of the concerned ministries, branches, provinces and/or cities; if the tasks are related to the interests and obligations of laborers in the Agriculture Bank, it must invite the branch Trade Union representatives. The invited representatives of the above-said agencies and organizations shall be entitled to state their opinions but shall not be entitled to vote.

5. The Management Board?s resolutions and decisions are binding on the entire system of the Agriculture Bank.

6. The Agriculture Bank?s general director, the chiefs of representative offices, and the directors of transaction centers, branches, non-business units and affiliate companies shall have to fully and promptly supply necessary information relating to the Agriculture Bank?s activities at the request of the Management Board.

7. The Management Board members have the responsibility to keep secret the supplied information.

8. The expenses for operations of the Management Board and the Control Board, including wages and allowances of the members of the Management Board and the Control Board as well as the assisting body of the Management Board, shall be accounted into the managerial costs of the Agriculture Bank. The general director ensures working conditions and facilities for the Management Board and the Control Board.

Article 29.- The Control Board members

1. The Control Board has the minimum membership of 5, at least half of whom work on a full-time basis, one member recommended by the Finance Minister, and one member recommended by the State Bank Governor. The number of the Control Board members shall be decided by the Management Board.

2. The head of the Control Board is a member of the Management Board and assigned by the Management Board. Other members of the Control Board shall be appointed and dismissed by the Management Board. The head and other members of the Control Board must be approved by the State Bank Governor.

3. The Control Board members shall be persons other than the subjects prescribed in Article 40 of the Credit Institutions Law and satisfy the requirements on professional qualifications and ethics as prescribed by the State Bank.

Article 30.- Tasks and powers of the Control Board

1. To inspect the financial activities of the Agriculture Bank; to supervise the observance of the cost-accounting regime, and the operations of the internal inspection and audit system of the Agriculture Bank.

2. To appraise annual financial reports of the Agriculture Bank; to examine every specific matter related to financial activities of the Agriculture Bank when deeming it necessary or under decisions of the Management Board.

3. To regularly inform the Management Board of the results of financial activities.

4. To report to the Management Board on the accuracy, truthfulness and lawfulness of the recording, voucher archival, and compilation of accounting books and financial statements of the Agriculture Bank; and the operation of the internal inspection and audit system of the Agriculture Bank.

5. To propose measures to supplement, amend and/or improve the financial operation of the Agriculture Bank according to the provisions of law.

6. To be entitled to use the internal inspection and audit system of the Agriculture Bank for the performance of its tasks.

7. Other tasks and powers prescribed by law.

Section 3. GENERAL DIRECTOR AND ASSISTING APPARATUS

Article 31.- The Agriculture Bank?s operation shall be administered by the general director who is assisted by a number of deputy general directors, the chief accountant and the professional apparatus.

Article 32.- The general director is the legal person representative of the Agriculture Bank, who takes responsibility before the Management Board and law for running daily activities according to his/her tasks and powers prescribed in Article 36 of this Charter.

Article 33.- Deputy general directors shall assist the general director in administering one or several domains of activity of the Agriculture Bank according to the latter?s assignment and take responsibility before the general director and law for the tasks assigned by the general director.

Article 34.- The general director and deputy general directors must be other than the subjects prescribed in Article 40 of the Credit Institutions Law, must reside in Vietnam while holding such posts, have the professional qualifications and capability to administer the Agriculture Bank as provided for by the State Bank.

Article 35.- The general director and his/her deputies shall be appointed, dismissed, commended and disciplined by the State Bank Governor at the proposal of the Management Board.

Article 36.- Tasks and powers of the general director

1. To sign, together with the Management Board chairman, for the reception of capital and other resources assigned by the State for management and use. To allocate capital and other resources to affiliate companies.

2. To submit to the Management Board:

a/ Amendments and supplements to the Agriculture Bank?s Charter;

b/ The establishment of affiliate companies;

c/ The opening of transaction centers, branches, representative offices, the establishment of non-business units;

d/ For decision, the organizational structure of the managerial and executive apparatus at the head office; the organizational structure of the executive apparatuses of representative offices, transaction centers, branches, non-business units and affiliate companies; the total payroll, the public-employee regulation, the wage payment regulation and the commendation and discipline regulation applicable within the Agriculture Bank.

e/ The appointment, dismissal, transfer, commendation and disciplining of deputy general directors and the chief accountant; the appointment, dismissal, transfer, commendation and disciplining of the chiefs of representative offices, the directors of transaction centers, branches, non-business units and affiliate companies, except otherwise prescribed by law on affiliate companies.

f/ For promulgation, the regulations on organization and operation of transaction centers, branches, representative offices and non-business units, and the charters on organization and operation of affiliate companies;

g/ For ratification, long-term development strategies, plannings and plans and five-year plans of the Agriculture Bank; for decision, annual objectives and plans, and plans on the use of after-tax profits;

h/ For prescription, the interest rates, exchange rates, commission rates, charges and pecuniary fine and reward levels applicable to customers under the provisions of law;

i/ For decision, the capital contribution to, the purchase of shares of, enterprises and/or other credit institutions;

j/ The plans on division, separation, consolidation, merger, acquisition or dissolution of the Agriculture Bank and its representative offices, transaction centers, branches and affiliate companies, except otherwise prescribed by law on affiliate companies, and non-business units of the Agriculture Bank;

k/ The changes prescribed in Clause 1, Article 31 of the Credit Institutions Law;

l/ For selection, the independent audit organization to audit activities of the Agriculture Bank;

m/ For adoption, annual employment plans, quarterly, bi-annual and annual operation plans; and general financial reports and annual settlement reports of the Agriculture Bank and affiliate companies, except otherwise prescribed by law on affiliate companies;

n/ For promulgation, documents guiding in detail the implementation of policies and regimes of the State and the State Bank on banking activities.

3. To appoint, dismiss, transfer, commend and discipline heads and deputy heads of professional sections or departments at the Agriculture Bank?s head office; deputy chiefs of representative offices, deputy directors, heads of the accountancy sections and heads of the internal inspection teams of the transaction centers, branches, non-business units and affiliate companies of the Agriculture Bank, as well as other post holders which are prescribed by law or in the operation regulation of the Management Board to fall under the jurisdiction of the general director.

4. To organize the implementation of plans on business activities, plans on the use of after-tax profits, after they are approved by the Management Board.

5. To administer and decide on matters related to business activities of the Agriculture Bank strictly according to law as well as resolutions and decisions of the Management Board; to take responsibility for the business results of the Agriculture Bank.

6. To represent the Agriculture Bank in international relations, legal proceedings, disputes, dissolution and bankruptcy.

7. To decide on the application of measures beyond his/her competence in case of emergency (natural calamities, enemy sabotage, fires, accidents) and take responsibility for such decisions, then immediately report them to the Management Board, the State Bank and other competent State bodies for further settlement.

8. To submit to the inspection and supervision by the Management Board, the Control Board, the State Bank and other competent State bodies of the performance of his/her executive tasks.

9. To report to the Management Board, the State Bank and other competent State bodies as prescribed by law on the results of business activities of the Agriculture Bank.

10. Other rights and tasks as prescribed by law and decided by the Management Board.

Article 37.- The chief accountant of the Agriculture Bank shall be appointed, dismissed, commended and disciplined by the State Bank Governor at the proposal of the Management Board and after consulting the Finance Ministry. The chief accountant shall assist the general director in directing the performance of accounting and statistical work of the Agriculture Bank, and have the rights and obligations as prescribed by law.

Article 38.- The professional sections or departments at the head office shall advise and assist the Management Board and the general director in managing and administering the affairs of the Agriculture Bank. The organizational structure, functions and tasks of the professional sections or departments shall be decided by the Management Board at the proposal of the general director.

Section 4. INTERNAL INSPECTION, AUDIT SYSTEM

Article 39.- The internal inspection and audit system

1. The full-time internal inspection and audit system (called collectively the internal inspection system) under the executive apparatus of the general director from the head office to transaction centers, branches, representative offices and affiliate companies, shall assist the general director in conducting the smooth, safe and lawful administration of all professional activities of the Agriculture Bank. People working in the internal inspection system shall not concurrently perform other jobs of the Agriculture Bank.

2. The internal inspection and audit system and the personnel performing this operation (internal inspection personnel) operate independently from the professional sections, transaction centers, branches, representative offices and affiliate companies and are independent in making evaluation, conclusions and proposals in their inspection and audit activities.

Article 40.- The internal inspection personnel

The internal inspection personnel of the Agriculture Bank must satisfy the common criteria of the Agriculture Bank?s personnel and all the following criteria:

1. Being knowledgeable about laws and the operations they undertake.

2. Having university or equivalent diplomas in banking, economics or financial accounting.

3. Having been engaged in banking work for at least three years.

Article 41.- Tasks of the internal inspection organization

1. To regularly inspect the observance of laws, the regulations of the State Bank and the internal regulations of the Agriculture Bank; to directly inspect the professional operations in all domains at the head office, transaction centers, branches, representative offices, non-business units and affiliate companies.

2. To audit the professional activities in each period and each domain so as to accurately evaluate the results of business activities and the real financial situation of the Agriculture Bank.

3. To report in time to the general director, the Management Board and the Control Board on the results of the internal inspection and/or audit and to propose measures to redress existing shortcomings and problems.

4. Other tasks as prescribed by the general director.

Article 42.- Powers of the internal inspection organization

1. To request the professional sections and personnel directly engaged in the professional work to explain the jobs already done and being done, to produce directing documents, vouchers and records as well as other relevant documents (when necessary) in their operation in order to serve the inspection or audit.

2. To request the general director (directors) to set up inspection or re-investigation teams to perform the tasks of regular and irregular inspection and audit tasks.

3. The head of the internal inspection section (department) at the head office or the leaders of the internal inspection teams at representative offices, transaction centers, branches, or affiliate companies, and individual inspectors may attend meetings convened by the general director or directors.

4. To propose the general director or directors to handle according to their competence the units and/or individuals that violate laws and regulations of the State Bank and the Agriculture Bank.

5. Other rights as prescribed by the general director.

Section 5. TRANSACTION CENTERS, BRANCHES, NON-BUSINESS UNITS, REPRESENTATIVE OFFICES AND AFFILIATE COMPANIES

Article 43.- The transaction centers, branches, representative offices and non-business units shall be based in geographical areas necessary for business activities of the Agriculture Bank. The opening, establishment, and termination of operation, of transaction centers, branches, representative offices and non-business units shall comply with the State Bank?s regulations.

1. The Agriculture Bank?s transaction centers are dependent units having their own seals, the task of performing some of the Agriculture Bank?s operations and some functions related to its branches under the authorization of the Agriculture Bank.

2. The Agriculture Bank?s branches are dependent units having their own seals, and the task of performing some of the Agriculture Bank?s operations under the authorization of the Agriculture Bank (grade-1 branches)

3. The grade-1 branches? branches are dependent units of grade-1 branches, having their own seals and the task of performing some of grade-1 branches? operations under the authorization of the grade-1 branches (grade-2 branches).

4. The grade-2 branches? branches are dependent units of grade-2 branches, having their own seals and the task performing some of grade-2 branches? operations under the authorization of the grade-2 branches (grade-3 branches).

5. The Agriculture Bank?s representative offices are dependent units having their own seals and performing the representing task under the authorization of the Agriculture Bank. Representative offices shall not conduct business activities.

6. The Agriculture Bank?s non-business units are dependent units, having their own seals and the tasks of researching into and applying banking technologies, providing professional and technical training for the Agriculture Bank?s officials and employees, and other tasks assigned by the Agriculture Bank in accordance with the provisions of law.

7. The organization of the business apparatuses, the functions, tasks, powers and obligations of transaction centers, branches, representative offices and non-business units shall be specified in their respective organization and operation regulations decided by the Management Board.

Article 44.- Affiliate companies

The Agriculture Bank?s affiliate companies have legal person status, independently cost-account their own capital in order to operate in the financial, banking and insurance domains as well as other domains related to banking activities as stipulated by the Government.

Chapter IV

FINANCE, COST-ACCOUNTING, REPORTING AND AUDIT FOR THE AGRICULTURE BANK

Section 1. FINANCE

Article 45.- The Agriculture Bank follows the financial regime prescribed by the Government and guided by the Finance Ministry.

The Management Board chairman and the general director of the Agriculture Bank shall be responsible before law and before the State management bodies for the observance of the financial regime of the Agriculture Bank.

Article 46.- The Agriculture Bank?s operation capital shall come from the following sources:

1. The charter capital.

2. The State-allocated capital for investment in construction and asset procurement.

3. The difference amounts brought about by revaluation of assets, exchange rate differences.

4. Reserve funds to supplement the charter capital, the investment fund for professional development, the financial reserve fund, the job loss allowance reserve fund, the reward fund and the welfare fund.

5. Profits left for the Agriculture Bank and not yet distributed to various funds.

6. Capital mobilized in the forms prescribed in Article 5 of this Charter.

7. Other kinds of capital as prescribed by law.

Article 47.-

The Agriculture Bank is entitled to:

1. Use its operation capital in service of business activities, construction investment and procurement of fixed assets according to the provisions of law.

2. Change the structure of capital and assets in service of developing its operation under the provisions of law.

3. Transfer capital and assets among its affiliate companies having legal person status and practicing independent cost-accounting.

Article 48.- Deductions for establishment of funds

The Agriculture Bank may make deductions for establishment of the following funds:

1. The charter capital supplementation reserve fund;

2. The financial reserve fund;

3. The investment fund for professional development;

4. The job loss allowance reserve fund;

5. The reward fund;

6. The welfare fund.

Article 49.- Financial autonomy of the Agriculture Bank

1. The Agriculture Bank is financially autonomous, self-responsible for its business activities, and fulfills its obligations and commitments as provided for by law.

2. Within 120 days as from the end of the fiscal year, the Agriculture Bank shall publicize its financial statements according to the provisions of law.

Section 2. COST-ACCOUNTING AND REPORTING

Article 50.-

1. The Agriculture Bank follows the accounting and statistical regime as prescribed by law.

2. The fiscal year of the Agriculture Bank commences on January 1 and ends on December 31 of the calendar year.

3. The Agriculture Bank practices cost-accounting according to the system of book-keeping accounts prescribed by the State Bank.

Article 51.-

1. The Agriculture Bank follows the regimes of financial reporting under the law provisions on accountancy and statistics, and of periodical professional reporting as stipulated by the State Bank Governor.

2. In addition to the periodical reports, the Agriculture Bank shall promptly report to the State Bank on the following cases:

a) Abnormal developments in professional activities which may seriously affect the business situation of the Agriculture Bank;

b) Big organizational changes.

3. Within 90 days as from the end of the fiscal year, the Agriculture Bank shall send its annual reports to the State Bank as provided for by law.

Section 3. AUDIT FOR THE AGRICULTURE BANK

Article 52.-

1. Within 30 days before the end of the fiscal year, the Agriculture Bank shall select an auditing organization other than the internal audit to audit its operations. That auditing organization must be approved by the State Bank.

2. The audit of the Agriculture Bank?s operations shall comply with the provisions of the Credit Institutions Law, the legislation on independent audit, and guiding documents of the State Bank.

Chapter V

SPECIAL CONTROL, BANKRUPTCY, DISSOLUTION AND LIQUIDATION OF THE AGRICULTURE BANK

Article 53.-

1. Where the Agriculture Bank is in the danger of losing its capability to make payments to its customers, it must immediately report to the State Bank on its real financial situation, the causes and the remedial measures already applied and expected to be applied.

2. The Agriculture Bank may be placed by the State Bank in the state of special control in the following cases:

a) Where it is in the danger of insolvency;

b) Where irrecoverable debts may lead to the danger of insolvency;

c) The Agriculture Bank?s accumulated loss amount exceeds 50% of the total amount of the actual charter capital amount and funds.

Article 54.- In urgent cases, in order to ensure its capability to repay the customers? deposits, the Agriculture Bank may be provided with special loans by other credit institutions or the State Bank. Such special loans shall be repaid with priority before all other debts of the Agriculture Bank.

Article 55.- The bankruptcy of the Agriculture Bank shall comply with the provisions in Article 98 of the Credit Institutions Law.

Article 56.- Dissolution of the Agriculture Bank

1. The Agriculture Bank shall be dissolved in the following cases where:

a) The State deems it unnecessary to maintain it.

b) It is not permitted by the State Bank to extend its operation upon the expiry thereof.

2. The State Bank Governor shall decide on the dissolution and decide on the establishment of the Council for dissolution of the Agriculture Bank.

Article 57.- Liquidation of the Agriculture Bank

1. Where the Agriculture Bank is declared bankrupt, the liquidation of the Agriculture Bank shall comply with the provisions of law on bankruptcy of enterprises.

2. Upon its dissolution according to Article 56 of this Charter, the Agriculture Bank shall immediately proceed with the liquidation under the supervision of the State Bank.

3. All expenses related to the liquidation shall be borne by the Agriculture Bank.

Chapter VI

INFORMATION AND CONFIDENTIALITY BY THE AGRICULTURE BANK

Article 58.- The Agriculture Bank shall periodically notify account holders of transactions and balances on their accounts at the Agriculture Bank.

Article 59.- The Agriculture Bank may share information with other credit institutions on banking activities and on customers.

Article 60.- The Agriculture Bank shall have to provide the State Bank with information relating to the granting of credits to customers at the State Bank?s request and shall be provided by the State Bank with information relating to banking operations of customers having relations with the Agriculture Bank.

Article 61.-

1. The Agriculture Bank?s employees and concerned people must not disclose the State secrets and business secrets of the Agriculture Bank, which they know.

2. The Agriculture Bank may refuse requests of organizations and/or individuals for the supply of information on customers? deposits and/or assets as well as on the Agriculture Bank?s operations, except where it is so requested by competent State bodies as provided for by law or so consented by the customers.

Chapter VII

IMPLEMENTATION PROVISIONS

Article 62.- This Charter applies to the Agriculture Bank. The transaction centers, branches, representative offices, non-business units, affiliate companies and individuals within the Agriculture Bank?s system shall have to implement this Charter.

Article 63.- Any amendments and supplements to this Charter shall be decided by the Agriculture Bank?s Management Board and shall be realized only after they are ratified by the State Bank Governor.

On behalf of the Management Board

of Vietnam Bank for Agriculture and Rural Development

Chairman
NGUYEN QUOC TOAN